UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A
Amendment No. 1

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended September 30, 2005

 

 

or

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-25705

GSI Group Inc.
(Exact name of registrant as specified in its charter)

New Brunswick, Canada

 

98-0110412

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

39 Manning Road

 

 

Billerica, MA

 

01821

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(978) 439-5511

(Registrant’s telephone number, including area code)

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x

No   o

          Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   x

No   o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o

No   x

          As at October 31, 2005, there were 41,614,421 of the Registrant’s common shares, no par value, issued and outstanding.



EXPLANATORY NOTE

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (the “Form 10-Q”) to amend the last paragraph of the cover page of the Form 10-Q with respect to the number of common shares, no par value, issued and outstanding as of October 31, 2005, as the number of shares issued and outstanding was inadvertently truncated.  

     This Amendment No. 1 on Form 10Q/A does not change the previously reported financial statements and other financial disclosures included in the Form 10-Q.


PART II — OTHER INFORMATION

Item 6 (a).  Exhibits

Exhibit
Number

 

Description


 


31.1

 

Chief Executive Officer Certification pursuant to Rules 13a- 14(a) and 15d- 14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Chief Financial Officer Certification pursuant to Rule 13a- 14(a) and 15d- 14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, GSI Group Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GSI GROUP INC. (Registrant)

 

 

 

 

 

 

 

 

 

Name

 

Title

 

Date


 


 


/s/ CHARLES D. WINSTON

 

President and Chief Executive Officer (Principal Executive Officer)

 

November 14, 2005


 

 

 

Charles D. Winston

 

 

 

 

 

 

 

 

 

/s/ THOMAS R. SWAIN

 

Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

 

November 14, 2005


 

 

 

Thomas R. Swain

 

 

 


EXHIBIT INDEX

Exhibit
Number

 

Description


 


31.1

 

Chief Executive Officer Certification pursuant to Rules 13a- 14(a) and 15d- 14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Chief Financial Officer Certification pursuant to Rule 13a- 14(a) and 15d- 14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.